Report of Independent Registered Public Accounting Firm |
2 | |||
Balance Sheet as of February 5, 2021 (as Restated) |
3 | |||
Notes to Financial Statement (as Restated) |
4 |
ASSETS |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Cash held in Trust Account |
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Total assets |
$ | |||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Accrued expenses |
$ | |||
Advances from Sponsor |
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Total current liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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Total liabilities |
$ | |||
Commitments and contingencies |
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Class A common stock subject to possible redemption, $ |
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Stockholders’ Deficit |
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Preferred stock, $ or outstanding |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total stockholders’ deficit |
( |
) | ||
Total liabilities and stockholders’ deficit |
$ | |||
As Previously Reported |
Adjustment |
As Restated |
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Warrant liabilities |
$ | — | $ | $ | ||||||||
Total liabilities |
$ | $ | $ | |||||||||
Class A common stock subject to possible redemption |
$ | $ | $ | |||||||||
Class A common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | — | ||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total stockholders’ equity (deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Total liabilities and stockholders’ equity (deficit) |
$ | $ | — | $ | ||||||||
Number of shares subject to redemption |
Gross proceeds |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Less: Class A common stock issuance costs |
( |
) | ||
Add: Accretion of carrying value to redemption value |
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|
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Class A common stock subject to possible redemption |
$ | |||
|
|
|
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Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
• | Founder Shares and Private Shares are subject to certain transfer restrictions, as described in more detail below |
• | The Initial Stockholders have agreed to |
• | waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination; |
• | waive redemption rights with respect to Founder Shares, Private Shares, and any Public Shares held by them in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the initial Business Combination or to redeem |
• | waive their rights to liquidating distributions from the Trust Account with respect to Founder Shares if the Company fails to complete the initial Business Combination during the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold |
• | Founder Shares are shares of Class B common stock that will automatically convert into shares of Class A common stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments |
• | Are entitled to registration rights |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of Class A common stock for any |
• | Will be non-redeemable |
• | May not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until |
• | May be exercised on a cashless basis, so long as they are held by the Sponsor or its permitted transferees |
Description |
Level |
February 5, 2021 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
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Private Warrants |
3 | $ | ||||||
Public Warrants |
3 | $ |
Input |
As of February 5, 2021 (Initial Measurement) |
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Risk-free interest rate |
% | |||
Expected term (years) |
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Expected volatility |
% | |||
Exercise price |
$ | |||
Fair value of Class A common stock |
$ |
• | The risk-free interest rate assumption was based on the |
• | The expected term was determined to be |
• | The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
• | The fair value of one Class A common, represents the closing price on the measurement date as observed from the ticker GHAC. Prior to trading, the fair value is inferred by solving to the publicly-traded stock price. |